Definitions:

“Copyright Owner” means the artist(s) who represented himself/herself or themselves to be the copyright owner of the Musical Work and Recording; “Musical Works” means any musical work for which a license has been purchased and includes either separately or collectively the musical work’s vocals and/or instrumentals. Grant of License: With Etiquette Ltd. (“Etiquette”), in its capacity as agent for Copyright Owner, hereby grants to the Licensee, for the Musical Works purchased, a non-exclusive, non transferable, single user license, subject to the terms and conditions which follow.

Term:

The term of this agreement shall be perpetual, subject to Etiquette’s termination rights set out below.

Termination:

The license shall terminate automatically upon Licensee’s insolvency, assignment into bankruptcy, the appointment of a receiver or the breach of any of the provisions of paragraph five (5), (License Restrictions) found hereof. Licensee shall notify Etiquette forthwith of such insolvency, assignment or appointment; Etiquette may terminate this license upon Licensee’s breach of any of the other terms hereof by giving notice in writing of such breach, by ordinary or registered mail, telegram or telex to Licensee at Licensee’s address set out above. If Licensee fails to remedy the breach complained of within fourteen (14) days of the date of mailing of the notice, then this license shall automatically terminate on the fifteenth day. Any reproduction, manufacture, sale, distribution, public performance or other use of the Recording after termination of the license shall be actionable as an act of infringement of copyright in the Musical Work.

Permitted Uses:

Website Background License (1 use): You may use “Musical Works” as streaming  background music on your website.

Wedding Film or Wedding Photo Slideshow License (5 uses):  You may use “Musical Works” as the soundtrack to your wedding or portrait videos (online and on DVD) and photography slideshows (online and on DVD), as well as promotional venues used by the Licensee to promote its own business (tradshows only).

Non-Profit Film or Slideshow License (1 use): You may use “Musical Works” as the soundtrack to your not-for-profit film that showcases a non-profit organization (online), as well as promotional venues used by the non profit to promote it’s cause (tradeshow only).

Small Business Promotional Film (1 use): You may use “Musical Works” as the soundtrack to your small business (less than 50 employees) promotional film (online), as well as promotional venues used by the small business to promote the company (tradeshow only).

Film Festival Submission (1 use): You may use “Musical Works” as the soundtrack to your film that is to be entered in to a film festival (online and in person screening).

Non Permitted Uses:

The License is restricted to the Permitted Uses described in Article 5 above and in no event is the Licensee permitted to use the Musical Works for purposes of: advertising a product, advertising on Television, Satellite, Film or Radio; musical accompaniment for any Television or Film Production; and unlawful activity or of a nature that a reasonable person may assume would be detrimental to the reputation of Etiquette or the Copyright Owner.

Assignment:

This License is personal to the Licensee and subject to the exercise by Licensee of the right set out under the grant of license above, the rights and obligations hereunder it may not be assigned or otherwise transferred without licensor’s prior consent in writing.

Waiver:

Any waiver by Etiquette of any rights or interest under this License shall not imply the waiver of any other right or interest or of Etiquette’s right to subsequently enforce such right or interest and no waiver of a breach of this license shall be deemed to be a waiver of any preceding, continuing or succeeding breach thereof.

Warranty:

Etiquette represents only that the Copyright Owner has advised Etiquette that the Copyright Owner owns and/or controls the reproduction rights in the Musical Work and has authorized Etiquette to grant this license. Etiquette makes no other express or implied representation or warranty as to Copyright Owner’s rights licensed hereunder. In the event this representation is breached and the Licensee suffers damages as result, Etiquette’s liability for such breach shall not exceed the lesser of such damages or amounts paid pursuant to the paragraphs herein.

General Reservation of Rights:

Etiquette reserves all rights not expressly granted under this license, any use of the Musical Work outside of the terms hereof or after the expiration of the terms shall be unauthorized and may be actionable as an act of copyright infringement in the Musical Work.

Applicable Law:

The License shall be governed by the laws of Canada and shall be deemed to have been made in the Province of Ontario. Licensee by payment of the license fee and completion of the purchase through online or off-line transaction, agrees to all terms and conditions of this License Agreement.